SECOND AMENDMENT TO THE MANAGEMENT SERVICES AGREEMENT
Exhibit 4.27.2
SECOND AMENDMENT TO THE
This SECOND AMENDMENT TO THE MANAGEMENT SERVICES AGREEMENT (the “Second Amendment”) is made and entered into effective as of January 29, 2020 by and among Cellectis S.A. (“CLS”), Cellectis, Inc. (“CLI”), Calyxt, Inc. (“CLX”), and Cellectis Biologics, Inc. (“CBL”), each a Party and together the Parties.
WHEREAS, CLS, CLI and CLX entered into that certain Management Services Agreement dated January 1, 2016, as amended by that certain First Amendment to the Management Services Agreement dated July 25, 2017 (the “Agreement”);
WHEREAS, Cellectis Biologics, Inc. (“CBL”), a company fully owned by CLI, was incorporated in the State of Delaware in January 18, 2019 and as such is a Party to this Agreement.
WHEREAS, the Parties have agreed to further amend the Agreement as set forth in this Second Amendment.
NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree that the Agreement is hereby amended as follows:
| 1. | As from July 1, 2019 (i) CBL, CLS, CLI and CLX agree to consider CBL as a Party and Subsidiary to this Agreement and (ii) CBL hereby agrees to be bound by all terms and conditions of this Agreement. The Parties hereby agree that the Services to be provided by CLS, as Provider, to CBL, as Beneficiary, and the Services to be provided by CBL, as Provider, to CLS, as beneficiary, are the Services set forth on Exhibit A attached hereto and incorporated herein. |
| 2. | Exhibit 1 of the Agreement is amended to revise the “Basis of Allocation” for “IT- internal support” and “Human Resources” Services provided by CLS to CLX, to CLI and to CBL from “Number of CLX’s FTE” to “Time Spent”. Such amendment shall be effective as of July 1, 2019. |
| 3. | All other provisions of the Agreement not expressly amended herein shall remain in full force and effect. |
* * * * *
IN WITNESS WHEREOF, the Parties have caused this Second Amendment to be duly executed by their respective authorized officers as of the date first written above.
| CELLECTIS S.A. | ||
| By: | /s/ Xxxxx Xxxxxxxx | |
| Name: Xxxxx Xxxxxxxx | ||
| Title: Deputy Chief Executive Officer | ||
| CELLECTIS, INC. | ||
| By: | /s/ Xxxxx Xxxxxxxx | |
| Name: Xxxxx Xxxxxxxx | ||
| Title: Chief Executive Officer | ||
| CALYXT, INC. | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: Xxxxx Xxxxx | ||
| Title: Chief Executive Officer | ||
| CELLECTIS BIOLOGICS, INC. | ||
| By: | /s/ Xxxxx Xxxxxxxx | |
| Name: Xxxxx Xxxxxxxx | ||
| Title: Chief Executive Officer | ||
EXHIBIT A
Services performed by Cellectis SA (CLS) on behalf of Cellectis Biologics, Inc. (CBL):
| Types of Services |
Costs and Expenses |
Basis of Allocation of the Costs and Expenses |
Xxxx-up | |||
| Finance |
Salaries and social contribution costs
Indirect costs
|
Time spent | 4%
0% | |||
| IT – LIMS use |
Salaries and social contribution costs
Indirect costs
|
Number of users of the LIMS | 4%
0% | |||
| IT – internal support |
Salaries and social contribution costs
Indirect costs
|
Time spent | 4%
0% | |||
| Human Resources |
Salaries and social contribution costs
Indirect costs
|
Time spent | 10%
0% | |||
| Legal |
Salaries and social contribution costs
Indirect costs
|
Time spent | 10%
0% | |||
| R&D |
Salaries and social contribution costs
Indirect costs |
Time spent | 7%
0% |
Services performed by Cellectis Biologics, Inc. (CBL) on behalf of Cellectis SA (CLS):
| R&D |
Salaries and social contribution costs
Indirect costs |
Time spent | 7%
0% |
